[Form 4] Wayfair Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wayfair (W) – Form 4 filed 23 Jul 2025. CEO, Director and 10 % owner Niraj Shah disclosed open-market sales executed 21 Jul 2025 pursuant to a Rule 10b5-1 plan adopted 15 Aug 2024.

• Shares sold: 60,000 Class A common shares across three trades (27,507; 32,293; 200).
• Price range: $55.07-$57.27; weighted-average prices reported at $55.73 and $56.28 with 200 shares at $57.27.
• Estimated proceeds: ≈ $3.3 million.
• Post-sale holdings: 169,137 Class A shares held directly (down ≈ 26 % from 229,137) plus 22,857 shares held indirectly through SK Ventures LLC.

No derivative securities were transacted. The automatic plan limits timing discretion, yet sizable insider selling by the CEO can still be viewed as a cautionary signal for investors.

Positive

• Sales executed under a pre-established Rule 10b5-1 plan, supporting transparency and compliance with insider-trading safeguards.

Negative

• CEO disposed of 60,000 shares, reducing direct stake by ~26 %, which can be interpreted as a bearish signal.
• No offsetting insider purchases were disclosed, providing no counterbalance to selling pressure.

Insights

Securities Analyst

TL;DR: CEO sold 60k shares (~$3.3 M); modest but notable reduction in personal stake.

The sale represents roughly 0.06 % of Wayfair’s diluted float but a meaningful 26 % cut in Shah’s direct holdings, which could raise sentiment concerns. Because trades were executed under a 10b5-1 plan, the informational content is partially muted; there is no indication of changing fundamentals. With no derivative exercises or option expirations, the transaction is a straightforward share-sale liquidity move. Overall market impact should be limited but may weigh on short-term momentum if investors interpret the sale negatively.

Corporate Governance Expert

TL;DR: Structured 10b5-1 plan reduces governance risk despite insider selling.

Use of a pre-planned 10b5-1 program aligns with best-practice governance, signalling transparency and reducing potential for opportunistic trading. The filing shows adherence to disclosure rules and power-of-attorney execution. However, large insider dispositions by a founder-CEO often draw scrutiny regarding commitment and may influence proxy advisers’ future evaluations. Impact is neutral to slightly negative for perception, but not indicative of governance failure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Shah Niraj

(Last) (First) (Middle)

C/O WAYFAIR INC., 4 COPLEY PLACE

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [ W ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/21/2025		S(1)		27,507	D	$55.73(2)	201,630	D
Class A Common Stock	07/21/2025		S(1)		32,293	D	$56.28(3)	169,337	D
Class A Common Stock	07/21/2025		S(1)		200	D	$57.27	169,137	D
Class A Common Stock								22,857	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 15, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.07 to $56.06, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.07 to $56.71, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

4. Represents shares directly owned by SK Ventures LLC, of which the reporting person is a member and may be deemed to be a beneficial owner.

Remarks:

	/s/ Enrique Colbert, Attorney-in-fact for Niraj Shah	07/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Wayfair (W) shares did CEO Niraj Shah sell?

60,000 Class A shares were sold on 21 Jul 2025.

What prices did the Wayfair shares sell for?

Weighted-average prices were $55.73 and $56.28; individual trades ranged from $55.07 to $57.27.

What is Niraj Shah’s remaining Wayfair stake after the sale?

He now holds 169,137 shares directly and 22,857 shares indirectly via SK Ventures LLC.

Was the transaction part of a Rule 10b5-1 trading plan?

Yes. The plan was adopted on 15 Aug 2024, indicating pre-arranged, automatic sales.

Did the Form 4 include any derivative security activity?

No derivative acquisitions or dispositions were reported.